To Sleep, Per Chance to Dream
by Avalon.Roxy
Summary: The Joes have suddenly stopped having dreams, and it's giving them hallucinations whenever they're awake. All except for Psyche-Out, who's only having nightmares. Can they figure out if it's a Cobra plot before it's too late? Finally completed!
1. It Begins

**To Sleep, Per Chance to Dream**

Part One

"Behold!" Dr. Mindbender announced as he, Cobra Commander, Destro, the Baroness and Serpentor entered his lab. "My latest invention to use in our plans to overthrow GI Joe!" Cobra Commander walked around the huge machine, scrutinizing it carefully.

"This machine looks familiar." He commented.

"That's because it IS familiar." said the Baroness. "I've seen it before, and he has even used it before."

"Yes, indeed I have. It's the Somnulator. I have re-built it and it is ready once again to reak havoc on GI Joe." Dr. Mindbender told them.

"Dr. Mindbender, I seem to recall the last time you used the Somnulator on the Joes, you ended up destroying it, resulting in a dismal failure." Serpentor remarked, his eyes narrowing.

"Yes, doctor," Destro added, "Why re-use an invention that failed previously, and miserably?"

"I'm glad you asked. It failed because of one GI Joe who would not succumb to the effects of the Somnulator. This time, that's all going to change. I re-programmed it, so instead of the GI Joes having nightmares, they will no longer be able to have dreams. None at all." Dr. Mindbender explained.

"This is all very fascinating Dr. Mindbender, but how, may I ask, will that help us?" Cobra Commander asked.

"For once, I agree with him." Serpentor added.

"When a person cannot dream, the mind compensates by creating auditory, visual and tactile hallucinations while they're awake. It also causes them to lose focus and concentration. Eventually, they go insane. A person cannot survive without being able to dream." Dr. Mindbender said.

"But I don't want this to takes weeks or months, Mindbender, I want results! I want them now!" Serpentor snapped.

"You must have patience, my emperor. Ever heard of the phrase, 'Good things come to those who wait'?"

"Waiting is not conducive in my plans for world domination!"

"But there is more, emperor. I plan to leave one GI Joe, keep him being able to dream, except he'll have nothing but nightmares." Dr. Mindbender added

"Who?" The Baroness asked. Dr. Mindbender tapped a few buttons on the panel and a picture appeared on the screen.

"This is Psyche-Out. He is the GI Joe's leading Psychological Warfare expert. He's also their, therapist."

"He's a shrink?" Cobra Commander's jaw nearly hit the floor. "Now why didn't I think to hire one?"

"Maybe that is because you are in constant denial about nothing being wrong with you." Destro replied sarcastically.

"One day Destro, you will pay for your attitude." Cobra Commander sneered.

"Continuing on." Dr. Mindbender interrupted. "Without him to turn to, the Joes will be helpless as he will be driven mad by the onslaught of nightmares. There is much in his background I can use to have the Somnulator generate nightmares about. And who can Psyche-Out turn to? He'll have no one!"

"I like it." Serpentor said with a devilish grin.

"I'm glad you approve, emperor."

"Dr. Mindbender, you better pray that your invention works this time. Am I clear? I want GI Joe done away with, once and for all! This, I command!"

* * *

><p>A week later, General Hawk was in his office catching up on paperwork while there was still time to do so. He rubbed his eyes. It wasn't that he was tired. In fact, he slept soundly, not bothered by anything. Not even a dream. Then again, try as he might, General Hawk couldn't for the life of him remember even having a dream. He shrugged and got back to his paperwork. But General Hawk was finding it difficult to concentrate. He looked down, and the pen that he was holding suddenly changed shape, turning into a small snake! The little snake looked at him, hissed, and reared its head back, getting ready to bite him. "UGH!" General Hawk yelped, tossing the snake across the room. Blinking, he saw that when it hit the floor, it was a pen again. That was when there was a knock on the door.<p>

"Come in." General Hawk sighed.

"Pen ran out of ink?" Duke quipped as he picked the pen up when he entered the office.

"Uh, yeah. Sure." General Hawk replied. He hesitated before taking the pen from him. "I was just, tossing it into the trash."

"Hawk, the trash can is by your desk." Duke pointed out.

"Oh yeah. How silly of me." General Hawk replied with a slight laugh.

"Are you okay?" Duke asked.

"I'm fine Duke, why do you ask?"

"Just asking, that's all."

"Well, I have been finding it difficult to concentrate lately. Perhaps it's the monotony of doing this paperwork." General Hawk replied.

"Yeah, it has been quiet lately." Duke commented.

"Too quiet, I say. It's never good when it's this quiet. It usually means Cobra is planning something big."

"Yeah, sometimes. But, I like to take advantage of the downtime whenever possible. Speaking of which, some of us are organizing a volleyball game, guys against girls. Care to join us?" Duke asked.

"Sure. But, in a minute. There's someone I need to see first." General Hawk replied.

"See you there." Duke said as he left the office. General Hawk gathered up the paperwork and shoved it into his desk. He didn't want anyone to know that he was going to pay a visit to Doc, so he could tell Doc about the strange hallucination he had earlier.

While they were playing volleyball, and getting their asses whupped by the ladies, Leatherneck and Wetsuit were out on the range doing what they loved best: Target shooting, and one-upping each other. "Oh come on Gyrene! You can do better than that can't ya?" Wetsuit taunted.

"Just you wait frogman, I got a few tricks up my sleeve!" Leatherneck retorted. The kind of targets they were shooting were ones that moved on wheels, and as they advanced towards Leatherneck and Wetsuit, they didn't look like targets anymore. Well, not to Leatherneck. "Hey, uh what's going on?" He asked as one of the targets appeared to change shape.

"What are you blathering about? You're making me lose my focus!" Wetsuit snapped.

"I mean it sealboy! That target is, it is, I-I don't know what it is!" Leatherneck stammered, his eyes growing wide with fear as the target shifted and morphed as it came towards him. It grew bigger, developed arms and legs, and the arms had hands with gnarly, clawed fingers. "Holy shit!" Leatherneck shouted. "It's a monster!" He continued to shoot frantically at the target, now a fifteen foot monster. It opened its gaping mouth, revealing two sets of sharp piercing fangs. "Oh no! It's gonna eat me!" Leatherneck kept shooting at it until his gun ran out of bullets. "Wetsuit! Help! I'm out of ammo!" Even though he continued shooting, the gun just made clicking sounds.

"Snap out of it Leatherneck!" Wetsuit shouted, shaking him. Slowly, Leatherneck lowered the rifle, and in front of him was a bullet-riddled target.

"Huh? What's going on?"

"You, hit your head or something?" Wetsuit asked, confused by Leatherneck's odd behaviour.

"Er, uh, no you idiot!" Leatherneck growled, back to his old self. "What are you talking about? I'm perfectly fine!"

"You kinda went off the rails on a crazy train earlier there for a minute."

"I did not!"

"Look at the targets, jarhead! You shot 'em all to hell, yelling something about them being a monster!" Wetsuit said.

"Maybe that's 'cos I'm the better shot!" Leatherneck yelled as he threw the rifle to the ground and got up. He started walking back towards headquarters.

"Where you going?" Wetsuit asked.

"To get more bullets!"

But that wasn't true. He didn't want Wetsuit to know that he was afraid that the targets will turn into monsters again, or something else like that. _What's wrong with me?_ Leatherneck thought_, I stopped being afraid of monsters a long time ago_. He tried to put what happened behind him, but things were only beginning, and they were about to get worse.

* * *

><p><em>Psyche-Out was confused when he saw that he was back at his former high school in San Francisco. As he passed by a mirror, he noticed that he looked younger to, about fourteen years old. Judging by the "Welcome Back!" banners that hung in the halls, it was the beginning of the school year. For Psyche-Out, it was grade nine, his freshman year.<em>

"_Hey!" Someone shouted. "There's one we missed!"_

"_Oh no." Psyche-Out groaned when he saw a group of older students, and one was pointing at him. He knew immediately what they were going to do. There was a tradition at high school where the students in the higher grades would 'initiate' those in grade nine with some form of hazing. Psyche-Out had managed to evade anyone older that day, but not for long. He bolted, running down the hallway._

"_Get him!" The group of older students gave chase. Psyche-Out kept running, but soon the older kids caught up to him and surrounded him like a pack of wolves._

"_Thought you could get away huh?" One taunted as they grabbed him by his arms. Another one took his legs and they picked him up._

"_Hey! Put me down!" Psyche-Out protested._

"_Not yet." Seeing a trash can nearby, one of the group grabbed it. "Put the frosh in here."_

"_What? That's not where I meant!" Psyche-Out tried to wriggle free, but the two older boys holding him shoved him butt first into the trash can. They laughed and high-fived each other. "Okay, alright. You got me. You had your fun._

"_Oh but we're just getting started." One of the older boys who had grabbed him said. Psyche-Out cringed, wondering what that meant._

"_Come on, this isn't funny."_

"_Now sing, frosh!" Another guy ordered him. Psyche-Out winced, as he was not much of a singer. But he figured if he did what they said, they'd pull him out of the trash can and leave him alone._

"_Ninety-nine bottles of beer on the wall-"_

"_Not that one! The ABC's!" Psyche-Out rolled his eyes._

"_Uh-uh. No way!"_

"_Sing it, frosh!" Hesitating, Psyche-Out drew in a deep breath._

"_A, B, C, D..." He began softly_

"_Louder, frosh!"_

"_With feeling!"_

"_E, F, G, H, I, J, K..."Psyche-Out sang louder. A crowd gathered around, watching the scene unfold, laughing and pointing as Psyche-Out kept singing..._

That was when his eyes flashed open and Psyche-Out sat bolt upright in his bed. Weird dream, he thought, breathing heavily. Although it had only been a dream, that didn't make it any less disturbing. An event like that had happened in Psyche-Out's life, and he thought he had all but forgotten about it. He wiped the sweat from his forehead and rolled over, trying to go back to sleep. But for some reason, Psyche-Out was finding it difficult to fall asleep. While the dream had not been frightening, it was disturbing enough that it left Psyche-Out restless for the duration of the night.

* * *

><p>A few days later, General Hawk got his wish for a break in the monotony as there was a Cobra attack that day. During the fight, Recondo and Outback were leading a group of GI Joes through the jungle while forces on both sides were distracted by the fighting.<p>

As Recondo led the group through a small swamp, he didn't see that a tree root was protruding from the ground under the briny water. "Whoa!" Recondo yelped as he fell with a splash. Outback helped him up.

"You alright?"

"Just a little soaked, along with my pride." Recondo replied with a chuckle as he put his hat back on. Looking at the tree root, he saw it start to move. "What the-?" Recondo jumped back as it slowly rose up from out of the swamp.

"What's wrong Recondo?" Outback asked. Recondo didn't reply. Instead he looked on in horror as the tree root began to change shape and colour. It got larger, and sprouted claws and teeth. "It's a swamp monster!" Recondo cried as a loud roar pierced the air. Of course, it was all in his mind. But that didn't stop Recondo from firing his rifle at it.

"Recondo! Get a hold of yourself!" Outback shook him.

"Don't you see it?" Recondo asked, his eyes ablaze with fear. "Oh god it's gonna eat me!" He yelled as he saw the monster get ready to strike. Recondo took off in the direction they had been coming from. Outback had no clue what Recondo was on about.

"Recondo! Where are you going?" He shouted after him. But Recondo ignored him and continued to run. "General Hawk, come in!" Outback called on his radio.

"Hawk here, what's happening Outback?"

"Sir, we just lost Recondo!"

"What do you mean you lost Recondo?"

"I mean he just, took off! He was babbling about some swamp monster, but we didn't see anything like that!" Outback replied.

"Where is he headed?" General Hawk asked.

"In your direction. Looked pretty freaked out if I may add."

"I'll catch him. You just continue on. Looks like you're in command of your team now."

"Yes sir."

"General Hawk, out."

Outback went to re-join the team that he was now in charge of. All of them looked confused, and Outback had to admit, so did he.

"Something strange is going on." He commented.

To Be Continued...


	2. Creeping Death, Snakes and Spiders

**To Sleep, Per Chance To Dream**

Part 2

One of the duties that the medical staff unanimously agreed was the most unpleasant was morgue duty. Whenever a GI Joe is killed instantly in battle, or succumbs to their injuries en route back to the mobile medical unit, the body gets sent to main headquarters. The medical staff then ID the body, write up the death certificate, and finally prepare the body for transport to Arlington National Cemetery, or to the hometown where they came from, depending on what the family preferred.

Today, Lifeline was scheduled for morgue duty, and that day there were five bodies that needed ID-ing and death certificates written up for them. These bodies came from that last skirmish with Cobra, the same one where Recondo had his hallucination.

Lifeline was going about the routine when, what was that sound? He turned around, but saw just the bodies lying on the tables, shrouded by sheets. _I could've sworn I heard something,_ Lifeline thought as he shrugged and continued with the paperwork. As he turned his back to the bodies, writing on the clipboard, there it was again. A rustling sound, as if someone was moving underneath sheets. Lifeline slowly turned around again, and his eyes widened in horror. Three of the bodies were sitting up. He backed away, only to bump into the other two tables, those bodies also sitting up. The clipboard clattered to the floor from his hands, papers spilling everywhere as Lifeline backed towards the wall. His heart pounded rapidly and his eyes darted back and forth, but Lifeline could back away no further than the wall of the morgue. Even though the bodies were covered, it felt to Lifeline that they were staring at him. "GO AWAY!" He screamed, cowering in the corner. Lifeline felt a tap on his shoulder, making him jump, and when he opened his eyes, Doc was standing in front of him. The bodies were lying down again, as they hadn't moved or sat up at all.

"Sorry, I didn't mean to scare you." Doc said. "Are you alright?"

"Uh, yeah," Lifeline replied, getting up, "I'm fine.

"Wasn't that you I heard screaming?" Lifeline sighed, embarrassed about feeing scared those few minutes ago.

"Yeah, it was." He admitted. Lifeline then told Doc about how he thought the bodies were still alive, sitting up and staring at him with their empty eyes.

"Wow, that is scary. You know, that's the forth incident I've heard about." Doc commented.

"Forth? There are others who've had similar symptoms?"

"Yeah, and I still haven't figured out what's causing them. I got Airtight scanning for radiation and chemical agents. It's nothing bacterial or viral. No optic nerve, ear or brain damage." Doc said. "Oh well, I'm still gonna keep searching. In the meantime, are you gonna be okay?"

"Yeah, I'll be fine. I can finish things up in here." Lifeline replied as he picked up the papers he dropped. His hands still shook as he organized then into the clipboard.

"Lifeline, you're shaking like a leaf. Maybe I should take over." Doc offered.

"I'm almost finished Doc. Besides, I don't want you to put off anything important."

"Take five Lifeline. And that's an order."

"If you insist then." Lifeline handed Doc the clipboard and papers, leaving him to finish up in the morgure. Doc was right. He was in no condition to finish the job with his shaky hands. Lifeline could still feel his heart pacing as he wiped the sweat from his forehead. _I wonder if Psyche-Out might know anything about this_, he thought.

* * *

><p>That night, Flint was in his quarters getting settled down to go to sleep. He was also secretly hoping that Lady Jaye would drop by for a surprise 'visit'. They had been secretly meeting each other, and when everyone else had gone to bed was the best time as they wanted to keep their relationship on the down-low.<p>

Flint turned out the bedside light and stretched his legs out under the covers. But as he was about to fall asleep, Flint thought he felt something on his leg, like something was crawling across. Figuring it was nothing more than an itch, Flint scratched his leg with his other foot, and tried to ignore it. However, just as he felt his eyes getting heavy with sleep, there it was again. This time it definitely felt like something was crawling across his legs, and his feet. Flint sat up and lifted the covers, but it was too dark to see anything in the dark room. He flicked on his bedside light, and threw off the covers. At the corner of his bed were several snakes, slithering and crawling on his legs and feet. "HOLY HELL!" Flint yelled, bounding out of bed. He grabbed his sidearm which was also on the nightstand, but as he turned to aim his gun at the snakes, they were gone. "What?" Flint blinked, perplexed. He pulled off all the blankets, looked under the bed, even under the nightstand. Nothing. No snakes. "I could've sworn..." Flint wondered to himself as he put the blankets back on his bed. He was about to climb back into bed when there was a knock on his door. Flint sighed and went to answer it.

"Dang it Flint, what in tarnation was all that noise about?" Wild Bill asked, rubbing his eyes.

"Sorry to wake you Wild Bill. I, thought there was something in my bed." Flint replied.

"Don't you really mean, 'someone'?" Wild Bill winked.

"No, I-wait, how do you know about that?" Flint's eyes narrowed a bit.

"Oh come on Flint, it's no big secret. She's cute. I see the way you look at each other." Wild Bill replied.

"Can't anything be kept a secret around here?" Flint moaned, sighing.

"They say gossip travels faster than wild horses."

"You're probably right."

"Well, g'night Flint." Wild Bill said, then went back to his quarters.

"Same to you. Sorry about waking you." Flint apologized again as he shut his door. As he finally settled down for the night, Flint to tried to push what had just occurred out of his mind. But it still nagged at him, like a mosquito buzzing constantly around your ears, and Flint fell into a restless sleep.

In the Enlisted Womens Barracks, it was a similar situation with Scarlett. She was going to sleep when she thought something was crawling on her feet. She threw back her covers, and found her feet covered in spiders. "AAAHHH!" Scarlett screeched, leaping out of her bunk and waking the other women she shared the room with.

"Scarlett, what's wrong?" Cover Girl asked.

"That's what's wrong!" She pointed to the edge of her bed. "Spiders! I hate spiders!"

"Scarlett, there's nothing there." Lady Jaye said.

"Can't you see them?"

"There are no spiders Scarlett." Cover Girl tried to reassure her. "Look." Scarlett looked back at the corner of her bed, and just as Cover Girl and Lady Jaye said, there were no spiders.

"But, I could've sworn-!" Scarlett stammered as she looked under her bed covers. She even looked under the bed. "I saw them! I felt them on my legs!" She shuddered.

"Maybe it was just a dream." Jinx said.

"How can it be a dream when I wasn't yet asleep?" Scarlett asked. But no one had any answers for her.

"Let's just try to get some sleep." Lady Jaye yawned, as they all crawled back into their respective beds. Reluctantly, Scarlett get back into her own bed, keeping her legs folded against her chest. It took a while, but then she stretched out her legs and managed to fall asleep.

_"Oh no!" Psyche-Out groaned when he looked at the clock that morning. "General Hawk is not going to pleased if I'm late for his briefing!" He jumped out of bed and rushed out of his quarters. As he was walking down the hall, those who passed by him gave him funny looks. O-kay, what are they staring at? Psyche-Out thought as he entered the briefing room. General Hawk was already at the podium, and those who were in the audience turned to face him. "Sorry for being late General Hawk. I forgot to set the alarm clock." Psyche-Out said._

_"That's not all you forgot, Psyche-Out." Cross-Country remarked with a snicker. Psyche-Out looked down and saw that aside from his dog-tags, he was completely naked. Too make things worse, Psyche-Out was also sporting a very prominent morning erection. Oh, shit, Psyche-Out thought, his face turning ten shades of red._

_"Hey Psyche-Out!" Wetsuit taunted, "Is this what you meant by getting us to 'bare our souls' to you, so to speak?" The entire room burst into fits of laughter. Even General Hawk was trying to stifle himself, but was having a hard time doing so as Psyche-Out made a mad dash for the door, running back to his quarters..._

That was when he woke up with a start. _This is getting weird_, Psyche-out thought as he wiped his forehead. He fell back onto the pillow and rolled over, trying to go back to sleep. But just like last time, Psyche-Out was overcome by this fear that he'd have another nightmare if he fell asleep. Instead, he got up and thumbed through one of his psychology textbooks. From what he knew about dream analysis, Psyche-Out remembered that having a dream where he appeared naked in front of a group of people who knew he usually meant there was a latent fear of being exposed, or a secret being found out. However, Psyche-Out couldn't think of anything that he was afraid of being found out about him, he had no secrets. Whenever possible, he was like an open book. It was his way of getting others to open up to him. Psyche-Out would share an aspect of his life in an effort to get people he was counselling to relate to him. He put away the textbook and tried going to sleep, but once again, it would be another restless night.

* * *

><p>A few days later, GI Joe received a distress call from an oil-rig. They were under attack by Zartan and his Dreadnoks, with several workers being held hostage by them. "Hurry up you dolts!" Zartan ordered them as they set the explosives. That was when they heard the sound of aircraft approaching.<p>

"It's those GI Joe sons of bitches!" Buzzer said.

"Don't you think I know that you brainless twit? That's why I told you to hurry up!" Zartan yelled as he kicked him.

"Let's go trash 'em!" Ripper yelled. As Zartan and the Dreadnoks engaged the GI Joe forces in battle, Shipwreck, Cover Girl, Alpine and Bazooka got onto the oli-rig. Shipwreck and Cover Girl went to look for the hostages, and Alpine and Bazooka went to disarm the explosives the Dreadnoks had rigged up.

While they were searching for the hostages, Shipwreck caught a brief glimpse of the horizon and he saw something bubbling up from beneath the dark sea waters. "What the hell is that?" Shipwreck aimed his gun, thinking it was Cobra Submarine bringing in reinforcements.

"Hey Shipwreck-"

"There's something in the water, Cover Girl." Of course, it was all in Shipwreck's head.

"I don't see anything." Cover Girl said. Just then, a large creature emerged from the water. It had a long neck, huge nostrils, and when it opened its mouth, it revealed two sets of long, sharp fangs. It was the Sea Monster of legend, and he was heading straight for Shipwreck.

"Oh my god it's the Sea Monster!" Shipwreck screamed, firing his gun wildly.

"What? Sea Monster?" Cover Girl still didn't see anything. As far as she could tell, Shipwreck was firing at nothing but air.

"Don't you see it?" He insisted, firing his gun until it ran out of ammo. The Sea Monster leaned back with an ear-splitting roar, getting ready to strike. "Shit! It's gonna eat me!"

"Shipwreck there's nothing there!" Cover Girl tried to reason with him, but Shipwreck wouldn't listen. He kept firing his gun, even though it was empty.

"Aw damn it!" He threw the gun down when he finally realized it wasn't loaded anymore. "I'm gettin' out of here!" Shipwreck took off.

"Hey, wait! What about the hostages?" Cover Girl called after him. But he ignored her. When Alpine and Bazooka came to help them after they had disarmed the explosives, Shipwreck pushed by them, his eyes wild with fear.

"Outta my way you meatloaf!" He shoved Bazooka aside.

"Hey, I don't even like him." Bazooka scratched his head.

"He meant you, you big lug." Alpine told him. "Cover Girl, what's gotten into Shipwreck?"

"I don't know! He just started shooting at thin air, yammering on about a sea monster." Cover Girl replied as she, Alpine and Bazooka continued to look for the oil-rig workers.

* * *

><p>Back at headquarters, General Hawk was not happy. "That had to be the, the, sloppiest fight ever!" He snapped. "Those Dreadnoks aren't exactly the, the, sharpest tools in the shed, yet they nearly kicked our asses!" Having trouble concentrating, General Hawk was struggling to form his thoughts. "Don't make me bring back Sergeant Slaughter for, for, remedial training!"<p>

"Hey at least we saved the rig from being destroyed." Shipwreck said.

"Can the optimism Shipwreck." Duke growled.

"Yeah, we kept the rig from being destroyed, no thanks to you!" Alpine quipped sarcastically.

"No thanks to me? What the hell's that supposed to mean?"

"You ran off like a wuss! Cover Girl would've been on her own if it weren't for me and Bazooka showing up when we did!"

"Wuss? I'll show you who's a wuss!"

"Enough!" General Hawk bellowed before Shipwreck could get a chance to deck Alpine. "Yes, we may have won. But in all truth, we should've lost!"

"It's not just what happened with Shipwreck, sir. Everyone's been having trouble concentrating, and others have reported seeing things." Lifeline said.

"I know Lifeline. Shipwreck isn't the only one. I've, been having hallucinations, and have been finding it hard to focus." General Hawk admitted. It was hard, having to tell it to his troops, but they deserved to know.

"We're falling apart General Hawk," Lady Jaye said, "And we don't know why."

"I think I know why, and I know who. I just wish I could prove it." Duke spoke up. "I don't about the rest of you, but these recent battles we've had with Cobra, it feels like we're being pecked at by ducks."

"Doc, have you figured out what's causing everyone's hallucinations?" General Hawk asked him.

"Not a clue Hawk. Lifeline and I have been working day and night. So far all we've come with is a big fat goose egg. It's not being caused by anything bacterial or viral. Everyone who I've scanned, there's nothing wrong with their optic nerves, their brains, or their auditory nerves. I've got Airtight in on the investigation, looking for anything radioactive, and other chemical agents in the vicinity of the base." Doc replied.

"We will keep working, you can be sure of that." Lifeline added.

"Try getting Psyche-Out in on it. Maybe he might have some theories." General Hawk suggested.

Little did they know that Psyche-Out was having his own difficulties, and wasn't faring very well either. In an effort to keep from going to sleep, Psyche-Out had been upping his consumption of coffee and Pepsi. Yet, when he was at his desk in his office, he could feel his eyes drooping, so Psyche-Out shut off his computer and went back to his quarters.

To Be Continued...


	3. Can't Stay Awake Forever

**To Sleep, Per Chance To Dream**

Part 3

"_Ohh, Abbey" Psyche-Out moaned. He gripped the mattress tightly as she went down on him. Abbey, was Abbey Chrisholm, and she was Psyche-Out's girlfriend while he was at UC Berkeley. With his dorm room empty as his roommates were at the library, Psyche-Out took advantage of the opportunity for some "studying" of a different nature. He felt like his body was turning to putty as Abbey worked her mouth on him. A low, guttural moan escaped from Psyche-Out as he climaxed, and he reached out to stroke Abbey's hair. _

_But, it didn't feel like hair anymore._

"_Huh?" Psyche-Out pulled his hand back and found his fingers covered in a greyish ooze. "Abbey?" He got up and saw that she wasn't Abbey anymore. "What the-? What's going on?" Psyche-Out's voice was a mixture of confusion and fear. Abbey was melting right before his eyes._

"_What's the matter hon?" The thing that used to be Abbey asked. She reached out with a melted hand, but Psyche-Out smacked it away._

"_Get away from me!" He hollered, scrambling out of bed._

"_Aren't you having fun Kenny?" The pile of ooze asked before it completely dissolved into a formless grey puddle of goop..._

"Abbey!" Psyche-Out screamed as he sat up, awake. His heart pounded beneath his chest, and he was drenched in sweat. He flinched when a damp patch on the sheet touched his bare skin. At least one part of the dream had been enjoyable. But the rest..._UGH!_ Psyche-Out shuddered. This new nightmare was particularly gruesome. Over time, his nightmares have been getting progressively worse in weirdness, grossness, and even scary. And to make things even more confusing, Psyche-Out couldn't find anything in his psychology textbooks that would explain why he was suddenly having nightmares every night. This time, he didn't even try to go back to sleep. Psyche-Out got up and after grabbing a Pepsi, he went to his office to start keeping a record of when the nightmares began. _There's got to be something more to this, _Psyche-Out thought.

* * *

><p>Dr. Mindbender was in his lab the next day, and he was admiring the results he was seeing on the Somnulator. He smiled and laughed to himself. "Well Dr. Mindbender, you seem very happy with yourself." Serpentor commented sarcastically as he entered the lab.<p>

"That's because everything is going according to plan. You should be happy about that too."

"The only thing that will make me happy, is the day the Joes are destroyed and I'm ruling the world!"

"Of course, my emperor. And if all continues smoothly, you soon will. The Joes are losing their focus, making them sloppy in battle, and Psyche-Out is slowly starting to unravel." Dr. Mindbender said with an evil grin.

""I grow weary of waiting Mindbender. I want better results! Now!" Serpentor growled.

"Your Majesty, you must have patience. Psyche-Out is a hard one to break. But I can assure you, he will crack."

"Maybe you should increase the output on the Somnulator. Give him a nightmare so disturbing, he'll be unable to handle it."

"That is exactly what I have been doing. Each increase gives him a more vivid dream. I've also been probing his memories, and I've found one that's very interesting. It will be his most horrible nightmare yet." Dr. Mindbender replied.

"Then do it Mindbender! I want Psyche-Out broken! This, I command!"

* * *

><p>As night fell again over GI Joe headquarters, Law, along with his canine partner Order had drawn the night shift for sentry duty outside the base tonight. They were guarding an area of the perimeter fence that surrounded the base, and as Law looked up at the night sky, admiring the many stars, he thought he heard a noise. Law shined his flashlight in the direction he thought he heard the noise coming from, but he didn't see anything. "Probably just a squirrel". He muttered to himself. Order just sat by his side, and he didn't even look up. Law patted his head, and continued his night watch. Then, there it was again. It sounded like someone was rustling in the bushes. "Who's there?" Law called out, shining his flashlight. But he still didn't see anything. "C'mon Order, let's go find out who's making that sound." He tugged on Order's leash, but Order didn't move. "Order, I said let's go." Order just stared at him. "Didn't you hear that noise out there?" Law asked, pointing. The only answer Order gave him was a nuzzling against his hand, wanting to be petted. "C'mon boy, quit foolin' around will ya?" He heard that rustling sound again. "Low-Light, if that's you out there, it's not funny!" Law shouted. Of course, Low-Light wasn't even there. The sound was all in Law's head.<p>

"_Kenny, I'm sorry, but, I just can't handle it anymore."_

_Psyche-Out was on the Golden Gate Bridge, and he was trying to prevent someone from jumping off._

"_Frankie, I know you've been depressed, and I know it feels like there's nothing that can ease the pain. But there is. You just, got to believe." He pleaded._

"_I don't know if I can Kenny." Frankie replied, his voice heavy with despair. _

"_Frankie, don't do this. Think about your family, your friends, me. This will pass. You got to trust me." For a moment, Frankie turned around, and it looked like he was going to change his mind about jumping. But then in a flash, before Psyche-Out could react, Frankie turned back and stepped off the rail._

"_NO!" Psyche-Out screamed as he tried to grab him, catching nothing but an armful of air..._

"FRANKIE!" Psyche-Out yelled as his eyes flashed open and he woke up with a start. He was breathing heavily, his heart pounded like a jack-hammer and he was covered in a cold sweat. Frankie, or Franklin Ross, was Psyche-Out's best friend from elementary school. The both of them, calling each other Frankie and Kenny, lived in the same neighbourhood in San Francisco and attended the same schools, hanging out together whenever they could.

But when Psyche-Out was in his senior year at high school, he woke up one morning and found out Frankie had killed himself by leaping off the Golden Gate Bridge. In going through his journals, he found out that Frankie had struggled with depression since junior high. He suffered in silence, too ashamed to talk to even his friend. Frankie's death was one of the reasons Psyche-Out chose psychology as his major when he went to UC Berkeley. He wanted to be able to recognize when someone was depressed and was about to crack, as Frankie did. He wanted to help people overcome their struggles.

Psyche-Out flopped back onto the pillow, feeling like he was falling apart at the seams. The nightmare brought back the grief, which had diminished over time. It felt too real, as if his best friend's suicide happened yesterday. "Why?" Psyche-Out groaned, tears threatening to spill down his face. He got out of bed and paced the room, wondering what to do now since he definitely did not want to go back to sleep. He wanted to talk to someone, but Chuckles, who he hung out with mostly, he was asleep. He was also in the Enlisted Men's Barracks, and Psyche-Out wasn't too sure if he wanted to wake him up. _Actually,_ Psyche-Out thought as he left his quarters, _he owes me._

After getting himself some coffee, Psyche-Out went to the Enlisted Men's Barracks, and after finding the room Chuckles was assigned to, he silently opened the door and crept in. Being careful to not disturb the other guys with his flashlight, Psyche-Out found Chuckles, sleeping soundly. "Hey, Chuckles" Psyche-Out shook him gently.

"Mmm." Chuckles murmured, stirring. "Just a few more minutes Mom."

"C'mon wake up." Psyche-Out whispered. Chuckles' eyes fluttered open, squinting to see who it was.

"Psyche-Out? What are you doing up at this hour?" He moaned.

"I can't sleep."

"So you've decided that, I can't sleep either?" Chuckles asked, very cranky.

"I need to talk to you." Psyche-Out replied. Chuckles looked at the clock.

"At four o'clock in the friggin' morning?" He rolled over. "Can't it wait?"

"No, it can't. And besides, you owe me." Chuckles rolled back over, facing him again.

"Owe you? For what?"

"For waking me up that time when we were recruited to this outfit, wanting to find out what was being kept a secret from us. And, may I add, you interrupted a good dream that time." Psyche-Out said. Chuckles let out an exasperated sigh as he got up.

"Fine. Now we're even." He groaned, rubbing the sleep from his eyes.

Psyche-Out and Chuckles entered the Rec Room, and noticing that the TV was still on, they shut it off. "Hey, I was watching that." A voice said.

"Low-Light?" They both asked. A light flicked on.

"Who else?" Low-Light quipped.

"You can't sleep too?" Psyche-Out was glad he wasn't the only one.

"I never sleep."

"Yeah, I've seen your file. Constant insomnia, and nightmares. Is that what woke you up, a nightmare?" Psyche-Out asked.

"No. And that's the weird part. I haven't had any dreams, at all, let alone nightmares." Low-Light said.

"Maybe you just don't remember any of them." Chuckles suggested.

"No. I always remember them. When all you've had is nightmares, you remember them."

"You got that right." Psyche-Out muttered.

"Have you been having nightmares?" Low-Light asked.

"For the past two weeks. Each one more vivid and frightening than the previous one."

"Wait, how is it possible that you've been having dreams, albeit scary ones, when I don't remember having any?" Chuckles was confused.

"You too?" Low-Light asked him.

"Yeah. Same as you."

"When did this start, for both of you?" Psyche-Out asked the both of them.

"About two weeks ago." Low-Light replied.

"Sounds about the same for me." Chuckles added.

"That's when I started having nightmares."

"You think there might be connection?" Chuckles asked.

"Possibly. Though, the two problems don't seem related, except for when they started. And on top of all this, I've been hearing reports of people having hallucinations." Psyche-Out said.

"I'm glad I'm not the only one. I thought I saw rats the other day. I hate rats. At first, I thought my Night-Vision goggles were acting up, but they were working fine." Low-Light told them.

"How about you Chuckles? Any hallucinations?" Psyche-Out asked. Chuckles was about to respond when Law stormed into the Rec Room, and he was not happy.

"Alright Low-Light, what's the big idea?" Law growled.

"What are you talking about?"

"You know damn well what I'm talking about! Playing in the bushes, tricking me into thinking there's an intruder snooping around! Cut it out will ya?"

"Law, I haven't been out there at all, all night. I swear it!" Low-Light said.

"He's right, Law." Chuckles added. "Low-Light was already here when Psyche-Out and I showed up. Right Psyche-Out? Psyche-Out?" Chuckles looked and saw that he had nodded off. "Psyche-Out" Chuckles elbowed him.

"Uh what, what?" Psyche-Out sat up. "Sorry, guess I fell asleep there." He got up to grab another cup of coffee.

"Alright. Alright, you're off the hook. This time. Next time though, I'm putting you in the brig!" Law said, then he turned to leave.

"Law, I'm telling you, I'm innocent!" Low-Light told him.

"I guess Law's been hearing things two, much like everyone else." Chuckles said. "I smell a snake plot. How about you Low-Light?"

"Me too."

* * *

><p>"And, that's pretty much it." Wetsuit said. He was in Psyche-Out's office the next day for a scheduled session with him, albeit reluctantly, and he was discussing his latest falling out with Leatherneck. Psyche-Out yawned, tired from last night.<p>

"That's, it?" He asked, his face twitching from not just too much caffeine, but annoyance too.

"Well, yeah." Wetsuit said. Psyche-Out rolled his eyes, sighing. He rose up from his chair, pacing them room.

"Honestly, I don't know why I bother sometimes." He remarked with heavy sarcasm. Wetsuit was taken aback. "I mean, it's always the same with you two. You and Leatherneck got in an argument. You and Leatherneck got in fist-fight. I may be a psychologist, but you two clowns are starting to drive ME crazy!" Psyche-Out snapped, wanting to pull his hair out. His face twitched again.

"Are you alright?" Wetsuit asked, concerned with Psyche-Out's odd behaviour.

"Does it look like I'm alright?" He nearly yelled, his hands shaking from all the coffee and Pepsi he'd been drinking in an effort to keep from going to sleep. Wetsuit got up and backed away, slowly.

"You're starting to scare me." He said. "I think I better go." Wetsuit fumbled for the door.

"Now that's the first intelligent thing I've heard you say all day!" Psyche-Out snapped. Wetsuit stepped out into the hallway.

"Uh, Psyche-Out?"

"WHAT?"

"You might want to switch to decaf." Wetsuit suggested, then he left the office quickly in case Psyche-Out decided to throw something. He certainly looked and felt like it, even though he didn't. Psyche-Out flopped back into his chair. _Maybe he's right,_ he thought. _I shouldn't have had all that coffee and Pepsi._ His heart was beating so fast he could feel it, and it was starting to scare him. Psyche-Out tried to organize the papers he had on his desk, but kept dropping things because his hands were so jittery.

"Can't, function like this." He moaned, frustrated, hitting a button on the comm. panel on his office wall. "Doc, you gotta help me."

"Psyche-Out?" Doc looked up from his work, surprised to hear him the way he did. "Are you alright?" He asked, but got no answer. "Lifeline, go check on Psyche-Out. He sounds awful."

"Right." Lifeline replied as he left the medical bay.

When Lifeline went into Psyche-Out's office, he found him pacing back and forth, rubbing his eyes and forehead. "No offense Psyche-Out, but you look terrible."

"I feel terrible. I just yelled at Wetsuit earlier." Psyche-Out replied.

"I don't blame you there. He and Leatherneck can make anybody crazy."

"I know, but I shouldn't yell at them. As a psychologist, I'm supposed to set an example by keeping my emotions in check."

"Newsflash Psyche-Out, you're human. Everyone's entitled to make mistakes."

"Well, it's not just that Lifeline. I haven't been sleeping. Every time I go to sleep, I have these nightmares."

"Hmm, how long has this been going on?" Lifeline asked.

"Almost two weeks."

"You know, that's about the same time Doc and I began getting reports of hallucinations."

"I know. I've been hearing about that two. Not just yours. And get this, Low-Light hasn't been having any dreams. And we all know how he's always been plagued by nightmares. He said that also started two weeks ago. Same with Chuckles." Psyche-Out said.

"That's odd. I don't remember having any dreams either. Granted, sometimes I don't remember all my dreams I have. But not remembering any, at all? That just doesn't happen." Lifeline replied.

"My nightmares, the hallucinations, no one remembering their dreams, there's gotta be a connection somehow. I just wish I could figure out what it is." Psyche-Out rubbed his eyes. That's when Lifeline noticed how jittery he was.

"You're shaking like a leaf." He remarked.

"I've been drinking coffee and Pepsi in order to stay awake."

"Geez, why would you do that to yourself?"

"I don't want to have any more nightmares!" Psyche-Out snapped. "Especially since the last one I had, it was about something that really, hit close to home."

"Your friend's suicide?" Lifeline was one of a few people who Psyche-Out had told about that.

"Yeah."

"I guess if I had nightmare like that, I would do anything to keep from going to sleep again." Lifeline said

"Now you see why I've been trying not to sleep." Psyche-Out replied as Lifeline took the stethoscope out of his med-kit and placed it on Psyche-Out's chest, listening to his heart.

"Your heart's really racing. How much coffee and Pepsi did you drink?"

"Uh, I lost count."

"Well, I'm gonna have to cut you off." Lifeline told him sternly.

"No, Lifeline. Please don't." Psyche-Out pleaded.

"Psyche-Out, anymore caffeine and you'll risk serious damage. You of all people should know that." Lifeline then wrapped the blood pressure cuff around Psyche-Out's arm.

"I know. But like I said, I just, don't want to fall asleep, have another nightmare."

"You have to go to sleep sometime. Can't stay awake forever." Lifeline said. "Your blood pressure is above normal. Have you also been drinking any water in between each cup of coffee?"

"Yes. Even thought it makes me go to the latrine, like every friggin' half hour."

"Caffeine is also a diuretic." Lifeline replied as he removed the blood pressure cuff. "No more coffee or Pepsi, you hear?"

"Yes sir." Psyche-Out replied, laughing slightly and giving a mock salute.

"I mean it. Don't make me drag you to sick-bay and put you in restraints."

To Be Continued...


	4. The Final Showdown

**To Sleep, Per Chance To Dream**

Author's Notes and Warnings:_Well, I've finally gotten to the forth and final chapter. A warning to readers, Psyche-Out is going to have that dream again about his former girlfriend, and Dr. Mindbender is getting Zarana to infiltrate that dream to do, things, to Psyche-Out. You do the math, especially if you read his last dream about his former girlfriend. While not in much detail, it is a controversial scene, but relevant to the story. However, if this bothers you, I would suggest skipping over that part. Don't say I didn't warn you if you do decide to read it anyway._

Part 4

After hearing about Psyche-Out's near meltdown, General Hawk felt it was time to call a briefing. "Alright Joes, for the past two weeks, there have been numerous reports of hallucinations, and, if our previous two face-offs with Cobra are any indication, we've become sloppy and inattentive. Also, hallucinations are occurring during combat, which is not good at all. Now, I'm not assigning blame to anyone, as I've also been affected." General Hawk began. "Doc, do you have any theories?"

"Lifeline, myself and Psyche-Out have been going over the reports, and the only thing they have in common is the timeline. The reports of hallucinations started coming in about two weeks ago."

"Also, during a conversation with Low-Light, he revealed that he hasn't been having any dreams." Psyche-Out added, still twitching from the caffeine.

"Psyche-Out, what's with the twitching?" General Hawk asked him.

"I haven't been sleeping, sir, so I've been drinking coffee and Pepsi to stay awake." Psyche-Out replied.

"Why haven't you been sleeping?"

"Nightmares, sir. For the past two weeks." Psyche-Out said.

"Psyche-Out, what if Low-Light simply, doesn't remember having any dreams?" Lady Jaye asked.

"When you've been plagued by constant nightmares, you remember them. Good or bad, I haven't had any dreams." Low-Light told her.

"Neither have I." Chuckles added.

"Does anyone remember having any dreams at all, good or bad, these past two weeks?" Lifeline asked the crowd. There was a low murmur as the Joes talked amongst themselves. Just like Low-Light and Chuckles, none of them could recall having any dreams.

"None of you remember having any dreams?" General Hawk sounded surprised, but then again, he couldn't remember dreaming either.

"All except for Psyche-Out." Doc said.

"But, I've just been having nightmares." Psyche-Out replied.

"Wait a minute. How is it Psyche-Out is continuing to have dreams while the rest of us aren't?" Leatherneck asked.

"Trust me Leatherneck, if all you had was nightmares, you'd want to stop dreaming." Psyche-Out told him.

"Amen to that." Low-Light muttered.

"Airtight, have your scans revealed anything?" General Hawk asked him.

"Nothing radioactive, and no chemical agents." Airtight replied. "At least, none that my instruments can detect."

"Hawk, maybe it's not caused by chemicals, or radiation, or germs." Mainframe spoke up. "I've been picking up an unknown signal on my computers, and like everything else that's been going on, it showed up two weeks ago."

"Have you been able to trace it?"

"Not successfully. It fluctuates, gets weaker during the day, but stronger at night."

"I'm beginning to think Cobra's behind this somehow." Flint said. "Psyche-Out having nightmares, that reminds me of the time we were all having nightmares."

"But we destroyed the machine Dr. Mindbender created which was responsible for that." Duke told him.

"It's quite possible that it's been re-built, with its signal altered so that everyone else's REM cycles are blocked, except for Psyche-Out." Lifeline said.

"But why me?" Psyche-Out asked.

"You're our Psychological Warfare expert. It stands to reason that Cobra sees you as a particularly formidable threat, so the intent would be to, drive you crazy."

"Well, if they wanted to make me crazy, it nearly worked." Psyche-Out muttered.

"That would explain the increase in the strength of that signal Mainframe detected." Chuckles said.

"Perhaps if I was monitored while I sleep, and if this signal is responsible for blocking everyone's REM cycles, and giving me nightmares, Mainframe may be able to track its source." Psyche-Out offered.

"Are you sure about that?" Lifeline asked.

"Anything to stop having these damn nightmares."

"We can get Psyche-Out set up in our sleep monitoring room in the medical bay." Doc said.

"And while that's going on, I can trace the source of the signal." Mainframe added.

"Alright. Let's get to it then." General Hawk replied, concluding the briefing.

* * *

><p>That night, General Hawk was in the medical bay, observing as Doc and Lifeline got Psyche-Out hooked up to a number of electrodes, and various other equipment. "While Psyche-Out is asleep, the electrodes will transmit his brain wave patterns to the screen here. As everyone's brain waves change in pattern during a sleep cycle, we will able to tell when Psyche-Out enters REM stage. Also, depending on the kind of dream he has, that will also have an effect on his brain wave patterns." Doc explained.<p>

"It will also tell us if that signal Mainframe detected will have an effect on Psyche-Out's REM cycle and brain waves during that time." Lifeline added.

"How does the heart rate monitor fit in?" General Hawk asked.

"A person's heart rate also changes during a sleep cycle, and it indicates if the dream a person is having is a pleasant one or not." Doc replied.

"So when Psyche-Out has another nightmare, there will no doubt be an increase in his heart rate." Lifeline said.

"Meanwhile, I'll be continuing to pin-point the location of the signal, and when it increases in strength, I can get a fix on it." Mainframe added.

"You all set in there Psyche-Out?" General Hawk asked him.

"Yeah, although I must admit, I'd rather have this done in my own quarters." He replied.

"If only we could fit all our equipment in there, then that would be possible." Lifeline told him. Doc then came into the room with a syringe.

"Alright Psyche-Out, I'm going to inject you with a mild sedative. It should help you relax."

"Won't it affect your scans?" Psyche-Out asked as Doc inserted the needle into his arm.

"I don't think so. By the time you fall asleep, it will already have metabolized out of your system."

"Everything all set on your end Mainframe?" General Hawk asked over the radio.

"Ready when you are." Mainframe replied.

* * *

><p>That night, everything was quiet aside from the rhythmic beeping of the heart monitor tracking the tempo of Psyche-Out's heart while he slept. Through the one-way mirror, General Hawk, Lifeline and Doc kept vigil, watching for any changes. They watched as Psyche-Out rolled over, and...was that a smile on his face? "I wonder what he's dreaming about." Lifeline commented.<p>

"This must be how it starts. The dream begins as a pleasant one at first, then things change." Doc said.

"Mmm, Abbey." They heard Psyche-Out mumble in his sleep. Doc and Lifeline looked at each other, then at General Hawk.

"Abbey?"

"Don't look at me. There's nobody on our roster with that name." General Hawk told them.

"Must be someone from his past." Lifeline said.

"Ohhh, Abbey." Psyche-Out moaned again.

"Whoever this Abbey is, Psyche-Out's obviously enjoying her company." Doc remarked.

* * *

><p>At the Cobra base, Dr. Mindbender was also watching Psyche-Out's dream unfold on one of the screens on the Somnulator in his lab. "Looks like the GI Joe shrink is having some particularly naughty fantasies." He snickered.<p>

"Very naughty indeed." Zarana commented when she entered the lab. "Anyway, what did you call me here for?" She looked at him suspiciously, remembering that he almost let Madame Veil steal her face.

"His fantasy has given me an idea." Dr. Mindbender said as he pulled out some electrodes. "I want you to put these on and infiltrate his dream."

"Have you lost your bloody mind? Are you really telling me you want me to...?" Zarana was disgusted with what he had proposed.

"Why do you object? You were willing to kiss one of the Joes the last time." Dr. Mindbender replied.

"Yes but that's different!"

"Is it?" He grabbed her arm. "Or shall I hook you up to my lie detector?" Dr. Mindbender sneered coldly. Zarana yanked her arm from his grasp.

"Alright you bloody dingo! But I'll have you know, this is blackmail." She said.

"It's what Cobra does best. I thought you knew that by now. You will do whatever you can to give Psyche-Out a nightmare he'll never forget." Zarana took the electrodes from Dr. Mindbender, giving him a dirty look.

"Alright. But you better pray that Zartan doesn't find out about this." She warned as she attached the electrodes to her head and lay down on the table, closing her eyes...

_..."Oh, Abbey, you don't know what that does to me." Psyche-Out said, breathing heavily._

"_Then why don't you tell me, Psyche-Out." Zarana replied._

"_Huh?" Psyche-Out looked up and saw that Abbey was no longer there. "Zarana! I don't recall dreaming you up!" He tried to cover his naked body, but found that his arms were shackled, along with his feet. "What the hell-?"_

"_I've entered your dream, and now I'm going to turn this little dream world of yours into a nightmare." She laughed. Psyche-Out continued to struggle under the shackles._

"_Couldn't I at least get my clothes on?"_

"_Now, why would I let you do that?" Zarana purred softly as she removed her clothes, and playfully ran a finger down Psyche-Out's chest..._

..."Something's happening." Lifeline said as he and Doc heard the beeping of the heart monitor pick up speed.

"Mainframe, have you started your scans? Psyche-Out's beginning to have another nightmare." General Hawk radioed to him.

"I'm already on it Hawk." Mainframe replied, typing frantically. Inside the room, General Hawk could see Psyche-Out as he stirred under the covers.

"No, no..." He mumbled, his head rolling from side to side...

_..."Stop." Psyche-Out said. But Zarana continued to touch him. It was taking all that Psyche-Out had to resist her, her fingers playing with his nipples, her taut naked body. But it was like his body had a mind of its own._

"_Oh but why stop now? We're just getting started." Zarana fondled Psyche-Out between his legs. "You may say 'no', but your body says 'yes'."..._

"How much longer Mainframe?" General Hawk asked.

"Just as few more seconds, I almost, got it." Mainframe replied.

"Tell Mainframe to hurry. Psyche-Out's heart rate and blood pressure are rising." Lifeline said.

"Look at how pronounced these brain wave readings are." Doc commented. "If this were a normal nightmare, they wouldn't be this strong. These nightmares are being artificially created."

"Zarana, stop!" Psyche-Out screamed, still asleep.

"Zarana?" Doc and Lifeline looked at each other.

"I knew this had to be a Cobra plot." General Hawk remarked.

"Hawk! I've got it!" Mainframe's voice came over the radio excitedly. "The signal, it's coming from a location off the coast of Madagascar!"

"Then that's where we're headed." General Hawk replied. He tapped on the window. "Wake him. Mainframe's found the source of the signal." Doc and Lifeline shook Psyche-Out gently.

"C'mon Psyche-Out, time to wake up." Doc said...

_..."You'll, never get away with this, Zarana." Psyche-Out snarled through gritted teeth, still trying to will his own body from enjoying the sensation of being touched so intimately against his wishes._

"_Forget Abbey. She's got nothing compared to what I can give you." Zarana said as she climbed onto the table, ready to force herself on him..._

"NO!" That was when Psyche-Out woke up. He looked around frantically, but saw that he was still in the bed in the observation room. "Doc, Lifeline."

"It's alright. Mainframe's located where the signal is being transmitted from. It's near Madagascar, and it's got Cobra written all over it." Lifeline told him.

"I know." Psyche-Out replied. "Zarana, she was..."His voice trailed off. He was going to tell them what she about to do to him in his nightmare, but decided against it.

"What about Zarana?" Doc remarked.

"Never mind, I'll tell you later." Psyche-Out said as he removed the electrodes, got up, and began to get to get dressed.

"What are you doing?"

"What do you think? I'm joining the attack."

"You should stay here, try to get some rest." Doc told him.

"Doc, you know I normally don't say this, but the hell with that." Psyche-Out replied. "I'm going to make Cobra's life a living nightmare of its own."

* * *

><p>"What happened?" Dr. Mindbender asked when he saw Zarana disconnect herself from the Somnulator.<p>

"I guess he woke up."

"Does that mean he knows where we are?"

"How should I know? This is your contraption. I've done my bit." Zarana replied as she left the lab.

"I'd better mask the signal again before-" He was interrupted when a large blast rocked the base.

"Loyal forces! We are under attack! Man your battle stations! This, I command!" Serpentor yelled over the PA system.

"Damnation! I'm too late!" Dr. Mindbender snapped. "Zarana, I'll bet she said something that led GI Joe here, that little bitch!" He went to join the rest of the Cobra forces.

While Cobra and GI Joe were battling each other senseless, the GI Joe team had Cobra distracted enough as Psyche-Out slipped by unnoticed and went into the base.

Looking around, constantly checking to make sure that no one saw him, or being followed, Psyche-Out crept down the hallway. Finally, he found Dr. Mindbender's lab, and also the machine which caused all the Joes stop dreaming, and created his nightmares. "So this is what started it all." Psyche-Out remarked as he noticed his file photo was still up on one of the screens. "Now to figure out how to shut it off." He stood at one of the consoles, hitting the different buttons trying to figure out which sequence activates the shutdown procedure. When none of them worked, Psyche-Out pulled out the rifle he had with him. "The hell with this!"

"I wouldn't do that if I were you." Dr. Mindbender said. Psyche-Out whipped around, pointing the rifle at him.

"Well, you're not me!" He snapped, firing his rifle. Dr, Mindbender ducked out of dodge as the bullets whizzed past him. "Now tell me how to shut this blasted thing off!"

"You really think I would tell you?" Dr. Mindbender snarled as he lunged at Psyche-Out, tackling him to the floor. They struggled, wrestling and rolling around. Dr. Mindbender tried to grab Psyche-Out's rifle, causing it go off. "Watch where you fire that thing asshole!"

"Oh, you mean do this instead?" Psyche-Out replied as he landed a hard blow to Dr. Mindbender on the left side of his face. Psyche-Out pushed him off and got up. He trained his rifle on the Somnulator, ready to blow it to bits. Dazed, Dr. Mindbender slowly pushed himself up.

"If you destroy the Somnulator, you'll cause your friends serious brain damage!" He said in an attempt to delay the inevitable. Psyche-Out fired a warning shot at him.

"I play poker Dr. Mindbender, and I know when someone is bluffing." Psyche-Out replied. He opened fire, each bullet hitting the Somnulator in different places. The screens went blank, and the Somnulator became shrouded in arcs of electricity as the bullets made it short out.

"Curse you! You will pay dearly for this! I swear it!" Dr. Mindbender yelled as he took off out of the lab.

"Get back here!" Psyche-Out shouted as he gave chase. They could both hear the explosion as the Somnulator blew apart, which caused the lab to collapse. This initiated a chain reaction as the base started crumbling, not just from the lab being blown up, but also from the ensuing battle outside. "Stop Mindbender from getting away!" Psyche-Out hollered to the other Joes outside. Flint and Beachhead assisted him in chasing after Dr. Mindbender. But they were too late. He managed to board one of the Night Ravens with Serpentor.

"Aw damn it! They got away again!" Beachhead snapped as the Night Raven lifted off. He threw down his gun in frustration.

"You may have won the battle GI Joe, but the war is far from over! Mark my words, I still live to fight another day! And I can assure you, my revenge will be swift and deadly!" Serpentor yelled as the canopy closed on the Night Raven.

"Bring it on Serpentor! I look forward to it" Flint retorted. Beachhead picked up his gun and fired at the Night Raven as it took off. "Save it for later Beachhead." He told him. "Psyche-Out, are you alright?"

"I am, and at least the machine Dr. Mindbender used to block us from dreaming and give me nightmares is destroyed." Psyche-Out replied as they made their way to one of the Tomahawks, which had arrived to pick them up.

* * *

><p>As Lift-Ticket flew them back to headquarters, Lifeline, Flint, Beachhead and Psyche-Out were in the back, with Lifeline tending to any wounds they may have sustained. "So, now that the contraption Dr. Mindbender built to keep us from dreaming has been blown all to smithereens, y'all think that's the end of our hallucinations?" Beachhead asked.<p>

"Well, we'll know for sure tonight when we all go to sleep. Right Psyche-Out?" Lifeline asked. No reply. "Psyche-Out?" He looked behind him and saw that Psyche-Out had nodded off. Flint was going to wake him when Lifeline stopped him. "Let him sleep. This is the only time in two weeks he's able to sleep without having a nightmare."

The End


End file.
